Board/Management Information • Dec 20, 2021
Board/Management Information
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I, the undersigned, _____________, identification number _____________, a nominee to be appointed as External Director at the Board of Directors of ICL Group Ltd.(the "Company"), hereby declare as follows: Dafna Gruber 059253971
b. Professional Experience: (including experience as a Director) _____________________________________________________________________ Please see my CV
"Debentures company" – a company whose debentures are listed for trading or were offered to the public in a prospectus as defined in the Securities Act, or which were offered to the public outside of Israel according to an offer document to the public as required by law outside Israel, and held by the public.
"Enforcement Measures" – enforcement measures as stated in section 52(56) of the Securities Law imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Israeli Regulation of Investment Advice and Investment Portfolio Management Law, 1995, or under Chapter J1 of the Israeli Joint Investment Trust Law, 1994, as applicable;
ICL Group LTD. Millennium Tower, 23 Aranha st. Tel Aviv, Israel
T +972.541234567 W www.icl-group.com

"Administrative Enforcement Committee" – the committee appointed under section 52(32)(a) of the Securities Law.
"Connection" – the existence of a work relationship, business or professional connection generally or through control, as well as office as an executive, excluding the office of a director appointed in order to serve as an External Director of a company intending to perform an initial public offering.
"Other Corporation" – a corporation in which the controlling shareholder, on the appointment date or two years prior thereto, was the Company or a controlling shareholder thereof.
"Relative" – a partner, sibling, parent, parent's parents, child and also the child, sibling or parent of the partner or the partner of any of the aforementioned.
| Name, | Number | Amount | Dormant | Holding Percentage | Holding Percentage |
|---|---|---|---|---|---|
| type and | of the | of | Shares | (fully diluted) | |
| series of | security | securities | |||
| the | (as listed | ||||
| securities | in the |
My holdings, as mentioned above, are as follows:

| Stock Exchange) |
|||||
|---|---|---|---|---|---|
| Capital | Voting Rights |
Capital | Voting Rights |
||
Date: ___________________ Dec 12, 2021
Name: __________________ Dafna Gruber
Signature: __________________


uncertain, please state the matter fully and include an additional explanation so that the reviewer will have maximum access to and understanding of all required information. Please feel free to contact Aya Landman, Adv. at [email protected] with any questions regarding this Questionnaire.
For purposes of this Questionnaire, the following definitions apply:
ICL Group Ltd. References to "ICL" refer to the company on a consolidated basis unless the context indicates otherwise.
Affiliate. An "affiliate" of a specified person or entity refers to one who, directly or indirectly, either controls, is controlled by or is under common control with, the specified person or entity.
Associate is an unconsolidated enterprise in which ICL has a significant influence or which has significant influence over ICL.
Beneficial Owner refers to any person who, even if not the record owner of ICL securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the "beneficial owner" of securities that the person has the right to acquire within 60 days by option or other agreement.
Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a "controlling interest," which means the direct or indirect power to direct the management and policies of the entity.
Close members of an individual's family are those that may be expected to influence, or be influenced by, that person in their dealings with the company.
Control. The term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of ICL, whether through the ownership of voting securities, by contract, or otherwise.
Directors and senior management includes (a) the company's directors, (b) members of its administrative, supervisory or management bodies, (c) partners with unlimited liability, in the case of a limited partnership with share capital, (d) nominees to serve in any of the aforementioned positions, and (e) founders, if the company has been established for fewer than five years.
Disclaim means to declare expressly in any statement filed with the SEC that the filing of such statement shall not be construed as an admission that such person is, for purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by the statement.

Executive Officer means the president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer. Officers of the company's parent or subsidiaries shall be deemed officers of the company if they perform such policy-making functions for the company.
Equity securities includes common or ordinary shares, preferred or preference shares, options or warrants to subscribe for equity securities, and any securities, other than debt securities, which are convertible into or exercisable or redeemable for equity securities of the same company or another company. If the equity securities available upon conversion, exercise or redemption are those of another company, the disclosure standards also apply to the other company.
Financially Literate. As determined in accordance with NYSE Listed Company Manual Rule 303A.07.
Financial Management Expertise. As determined in accordance with NYSE Listed Company Manual Rule 303A.07.
Group is a parent and all its subsidiaries. References to a company's group mean the group of which it is a member.
Immediate Family of a person includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in- law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and any other person (other than a tenant or employee) sharing the household of such person.
Internal control over financial reporting means a process designed by, or under the supervision of, ICL's principal executive and principal financial officers, or persons performing similar functions, and effected by ICL's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP") and includes those policies and procedures that:

Material. The term material, when used in this Questionnaire to describe a requirement for the furnishing of information as to any subject, refers to information relating to matters about which a reasonable investor might reasonably wish or expect to be informed before determining whether to buy or sell securities of ICL. For purposes of this Questionnaire you should assume that the term material is interpreted very broadly. If in doubt as to whether to include information because you are uncertain whether it is material, please err on the side of over-inclusion.
Parent or Subsidiary. Parent or subsidiary includes any entities that an issuer Controls and consolidates with the issuer's financial statements as filed with the SEC (but not if the issuer reflects such entity solely as an investment in its financial statements).
Significant influence over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the company are presumed to have a significant influence on the company.
Transaction includes, but is not limited to, any present or proposed transactions which are material to ICL or you or a related party, or any transaction that is unusual in its nature or conditions, involving goods, services, or tangible or intangible assets, to which ICL or any of its parents or subsidiaries was a party.

The biography should describe:
If you answered Yes to the question above, please complete the table below with respect to such person.
| Name of Related Person | Nature of Family Relationship (i.e., son, daughter, husband, wife, etc.) |
|---|---|
(e) Other than as noted in your professional biography attached as Appendix A, were you selected to serve in your present or expected capacity with ICL pursuant to any arrangement or understanding between yourself and major shareholders, customers, suppliers or others (other than directors or officers of ICL acting solely in their capacities as such)? Yes___ No___ X
If you responded Yes to the previous question, please complete the table below with respect to such arrangement or understanding.

| Description of Arrangement or Understanding Pursuant to which you Serve in Your Present Capacity |
Person(s) party to such Arrangement |
|---|---|
Are you aware of any Transactions in the past two years between ICL and
If you answered Yes to the question above, please complete the table attached as Appendix B with respect to each such Transaction. The information provided in Appendix B will help us to understand the basic nature of the transaction and determine whether further information and or disclosure is needed. Because the inclusion of a related person Transaction is a significant part of ICL's disclosure in the document, it is important that you provide information about all such direct and indirect transactions and relationships. If in doubt about whether to include a Transaction, please err on the side of over-inclusion. In addition, please be aware that one or more persons from ICL or its counsel may contact you to further discuss these Transactions.

If you responded Yes to the above question, please complete the table below with respect to such shares.
| Number of Shares | |
|---|---|
| Sole Voting Power | |
| Shared Voting Power | |
| Sole Investment Power | |
| Shared Investment Power |
(b) Do you wish to Disclaim Beneficial Ownership of any of your shares? Yes___ No____ X
If you responded Yes to the above question, please complete the table below with respect to the shares for which you wish to Disclaim Beneficial Ownership.
| Name of the Person(s) who Should Be Shown as Beneficial Owner |
Relationship of Such Person to You |
Number of Shares Beneficially Owned by Such Person and to Which You Disclaim Beneficial Ownership |
|---|---|---|
(c) Are there any persons, including any Group of persons that are known by you to own beneficially more than 5% of ICL's common stock (or any other class of voting securities)? Yes___ No___ x
If you responded yes to the above question, please indicate the name of the person or persons below.

(d) Do you know of any arrangements, including any pledge by any person of securities of ICL or any of its parents, the operation of which may at a subsequent date result in a change in control of ICL? Yes___ No___ X

If you responded yes to the above question, please describe such arrangement below. This description does not require a description of ordinary default provisions contained in ICL's charter, trust indentures or other governing instruments relating to securities of ICL.
(e) Do you know of any voting trust or similar agreement or arrangement under which more than 5% of any class of ICL's outstanding voting securities is held or is to be held? Yes___ No___ X
If you responded yes to the above question, please complete the table below with respect to each such agreement.
| Title of Securities | |
|---|---|
| Amount of Securities Held or to Be Held Pursuant to Trust Agreement |
|
| Duration of Trust | |
| Name and Address of Voting Trustee | |
| Voting Rights and Powers under Trust Agreement |
(f) Have any of the securities of which you are indicated as the Beneficial Owner been pledged or otherwise deposited as collateral, including any shares of stock held in a margin account, or are any of such securities subject to a negative pledge? A "negative pledge" is a covenant granted by a borrower to a lender in which a promise is made not to convey the shares to a third party or to otherwise encumber them. Assuming a default by the borrower, the "negative pledge" would not transfer title by operation of law, but would instead require a foreclosure. Yes___ No____ X
If you answered Yes to the question above, please describe such pledge or collateral arrangement below.

(g) Are any of the securities of which you are indicated as the Beneficial Owner the subject matter of any voting trust or other similar agreement or of any contract providing for the sale or other disposition of such securities? Yes___ No____
If any such arrangement exists, please describe such arrangement or agreement below.
| ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | |
|---|---|
Are you aware of any outstanding loans, including guarantees, or loans made since January 1, 2016 by or between ICL and or for the benefit of:
If you responded Yes to the question above, please complete the table below with respect to any such loans:
| Amount of outstanding indebtedness as of the latest practicable date |
|
|---|---|
| Largest amount outstanding during since January 1, 2016 |

| Date Incurred | |
|---|---|
| Interest rate | |
| Description of the nature of the loan and the transaction in which it was incurred |
(f) If you are indebted directly or indirectly to ICL pursuant to an agreement incurred prior to July 30, 2002, has any renewal of such indebtedness or Material modification been made since July 30, 2002? Yes___ No___
If you responded Yes to the question above, please complete the table below with respect to such renewal or modification:
| Date of such modification or renewal of indebtedness |
|
|---|---|
| Brief description of such modification or renewal of indebtedness |

If you answered Yes to any of the questions above, please complete the table below.
The information provided in the table below will help us to understand the basic nature of the relationship and/or Transaction and determine whether further information is needed. Because an understanding of all Transactions and relationships is critical to ICL's determination of independence under the NYSE corporate governance rules, it is important that you provide information about all such direct and indirect Transactions and relationships. If in doubt about whether to include a relationship or Transaction, please err on the side of over inclusion. In addition, please be aware that one or more persons from ICL or its counsel may contact you to further discuss these relationships or Transactions.
| Question | Name of Person involved in Transaction (i.e., you or Related Person) |
Relationship of You to any Related Persons Involved in Transaction |
Description of Relationship or Transaction |
|---|---|---|---|

For purposes of this question 7(a), you will be deemed to have indirectly accepted any such fees and you should answer Yes to the question above if any such fees were paid to:
(1) any entity (i) that provides accounting, consulting, legal, investment banking or financial advisory services ("professional advisory entities") to ICL or any subsidiary, AND (ii) in which you are a partner, member or officer (such as a managing director occupying a comparable position) or otherwise occupy a similar position, other than a limited partner, non-managing member and or similar position such that you have no active role in providing services to the professional advisory entity; OR
(2) your spouse, minor child or stepchild or other child or stepchild sharing a home with you.

(f) Have you acquired the attributes specified in Questions (a)–(e) above through:
| Please check all that apply |
|
|---|---|
| Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; |
x |
| Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; |
x |
| Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or |
x |
| Other relevant experience. |
If you checked "Other relevant experience" above, please explain.

I understand that the information that I am furnishing to you herein will be used by ICL in the preparation of certain filings with the US Securities and Exchange Commission. I will advise ICL as to any events that occur that would change the responses to the items in this Questionnaire.

I understand that material misstatements or the omission of material facts in filings with the US Securities and Exchange Commission may give rise to civil and criminal liabilities to ICL and to each officer and director of ICL signing such documents. I will notify you and ICL of any such misstatement of a material fact in any such document or any amendment thereto and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of such document or any such amendment thereto has been provided to me. I confirm that the foregoing statements are correct, to the best of my knowledge and belief.
Signature Print Name Dafna Gruber
Title of each position with ICL, its parent and any subsidiary
Date: Dec 12, 2021

Directors of the Company:
ID no.:
| Brief description of transaction (including employment relationships)1 |
Name of related person involved in the transaction and basis of such relationship (i.e., yourself, son, daughter, etc.) |
Related Person's interest in the transaction2 |
Approximate U.S. dollar value involved in transaction |
Approximate U.S. dollar value of related person's interest in transaction |
|---|---|---|---|---|
1 Please include all information regarding the transaction that might be helpful in understanding the transaction. To the extent the transaction involves ICL and a firm or entity party to or interested in the transaction with which the 2 related person is associated, please include the related person's position with or ownership in such firm or other entity.

| Brief description of transaction (including employment relationships)1 |
Name of related person involved in the transaction and basis of such relationship (i.e., yourself, son, daughter, etc.) |
Related Person's interest in the transaction2 |
Approximate U.S. dollar value involved in transaction |
Approximate U.S. dollar value of related person's interest in transaction |
|---|---|---|---|---|

According with the Companies Regulations (Requirements and Evaluations for a Director with accounting and financial expertise, and for a Director with professional qualification), 2005 ("Regulations on Expertise and Qualifications"), the Board of Directors of ICL Group Ltd. (the "Company") is required to evaluate if you are a Director with "accounting and financial expertise" and / or "professional qualification"
According with the Regulations on Expertise and Qualifications, a Director will be considered as having "accounting and financial expertise" if "due to his education, experience and skills, the Director has a high level of skill and understanding of business - accounting issues and of financial statement, in a manner enabling him to thoroughly understand the Company's financial statements and stimulate a discussion in connection with the presentation of the financial data"
Amongst the overall considerations for evaluating accounting and financial expertise, there will be considered, among others, the Director's education, experience and knowledge in the following areas:
The Regulations on Expertise and Qualifications also state that a director will be considered to have "professional qualification", in case of one of the following:

In view of the above, please specify your education, experience and skills in relevant fields and present documents and certifications supporting this declaration.
l, the undersigned,_________ , Identification number _______ hereby declare as follows: Dafna Gruber 059253971
(1) I have an academic degree in the following subjects: (please mention the name of the academic institution)
______________________________________________________________________________ BA accouning and Economics
(2) I have completed other high education studies (please mention the subject and the name of the academic institution).
______________________________________________________________________________
___________________________________________________________________________ Yes
(b) In senior public office or a senior position in public service (please specify the position and the duration of the tenure):
___________________________________________________________________________ CFO of Alvarion Ltd. and Nice Ltd. both public companies traded on Nasdaq and TASE. Board member at Nova measuring instruments Ltd., Tufin Software Technologies Ltd, Cognyte Ltd. and cellbrite Ltd.
(c) In a senior position in the Company's main field of business (please specify the position and the duration of the tenure):
___________________________________________________________________________
Attached are documents and certifications that support this statement.
| Dec 12, 2021 Date: _______ |
Dafna Gruber Name: ___ Signature: ___ |
|
|---|---|---|
Senior Executive and financial expert with vast experience in leading Finance and Operations of rapidly growing global public companies as Chief Financial Officer and as a Board Member
Leading Finance, IT and MIS
Leading Finance, Business Operations, Operations, IT and MIS
Leading Finance, Business Operations and MIS
Leading Finance and a Board Member at private companies held by Clal industries including Nesher Israel Cement Industries Ltd. Taavra Holding Ltd, Jafora Ltd. and at Clal Biotechnology Ltd. (traded on TASE)
Chief Financial Officer and Head of corporate global groups. A member of the senior management team and Strategy and M&A forums
Managed corporate global groups supporting 4 business units rapidly growing organically and inorganically through acquisitions and transitioning to recurring and SAAS business models
Led a major transformation process of all corporate units into a global shared services model enabling global rapid growth, operational efficiencies and cost savings
Managed global corporate groups of:
Leading Finance, Legal and Investor relations of a dynamic and rapidly growing technology company
Led transition to become a public company, through capital raise in IPO followed by a secondary offering. Prior to IPO led capital raise through private offering and debt
Managed acquisitions and post-merger integration processes, including 2 public companies acquired
1996 to 1999 – Controller
1993 to 1996 – Controller, Lannet Data Communication Ltd.
1988 to 1993 – Haft & Haft, accounting firm (Now part of BDO)
External Director since 2015 at Nova Measuring Instruments Ltd. (NASDAQ: NVMI, TASE: NVMI.TA) Head of Audit Committee External Director Since 2019 at Tufin Software Technology ltd. (NYSE: TUFN) Head of Audit Committee, member of Compensation Committee Independent Director since 2021 at Cognyte Ltd. (NASDAQ: CGNT) Member of Audit Committee Independent Director Since 2021 at Cellbrite DI Ltd. (NASDAQ: CLBT) Head of Audit Committee, member of Compensation Committee
BA in Accounting and Economics, Tel Aviv University, Certified Public Accountant


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